[PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of China Ming Yang Wind Power Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of China Ming Yang Wind Power Group Limited (the Company) to be held on , at a.m. (Beijing Time). The meeting will] []
[MY to Announce Fourth Quarter 2015 Financial Results on Monday, April 18, 2016 Earnings Conference Call and Webcast to be Held on April 18, 2016 at 8:00 am (Eastern)/5:00 am (Pacific)/ 8:00 pm (China) http://ir.mywind.com.cn Following the earnings release announcement, Ming Yangs senior management will host a conference call on Monday, April 18, 2016 at 8:00 am (Eastern)/ 5:00 am] [2 CHINA MING YANG WIND POWER GROUP LIMITED Chuanwei Zhang Chairman of the Board of Directors, Chief Executive Officer 3 6-K 1 d152866d6k.htm FORM 6-K]
[MY to Announce Fourth Quarter 2015 Financial Results on Monday, April 18, 2016 Earnings Conference Call and Webcast to be Held on April 18, 2016 at 8:00 am (Eastern)/5:00 am (Pacific)/ 8:00 pm (China) http://ir.mywind.com.cn Following the earnings release announcement, Ming Yangs senior management will host a conference call on Monday, April 18, 2016 at 8:00 am (Eastern)/ 5:00 am] [2 CHINA MING YANG WIND POWER GROUP LIMITED Chuanwei Zhang Chairman of the Board of Directors, Chief Executive Officer 3 6-K 1 d152866d6k.htm FORM 6-K]
[PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of China Ming Yang Wind Power Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of China Ming Yang Wind Power Group Limited (the Company) to be held on , at a.m. (Beijing Time). The meeting will] [Table of Contents Introduction and Transaction Overview Valuation Analysis Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Appendix Assumptions, Qualifications, and Limiting Conditions Summary of Premiums Paid – Supplemental Introduction and Transaction Overview Section 01 Introduction and Transaction Overview Ownership Summary Source: Company filings, Capital IQ, Company Management. Introduction and Transaction Overview Trading Analysis Source: Capital IQ] []
[PROXY STATEMENT OF THE COMPANY , 2016 Shareholders of China Ming Yang Wind Power Group Limited Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of China Ming Yang Wind Power Group Limited (the Company) to be held on , at a.m. (Beijing Time). The meeting will] [Table of Contents Introduction and Transaction Overview Valuation Analysis Discounted Cash Flow Analysis Selected Public Companies / M&A Transactions Analysis Appendix Assumptions, Qualifications, and Limiting Conditions Summary of Premiums Paid – Supplemental Introduction and Transaction Overview Section 01 Introduction and Transaction Overview Ownership Summary Source: Company filings, Capital IQ, Company Management. Introduction and Transaction Overview Trading Analysis Source: Capital IQ] []
[Execution Version LIMITED GUARANTEE LIMITED GUARANTEE Guarantee. 1. 1 (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation, or other proceeding that this] [Execution Version LIMITED GUARANTEE LIMITED GUARANTEE Guarantee. 1. 1 (c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforceability and enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation, or other proceeding that this] [EXPLANATORY NOTE 2 CHINA MING YANG WIND POWER GROUP LIMITED Form 6-K Description Limited Guarantee, dated as of February 4, 2016, by Mr. Chuanwei Zhang in favor of China Ming Yang Wind Power Group Limited Limited Guarantee, dated as of February 4, 2016, by Anhui Zhongan Xinzhao Private Equity Investment LLP in favor of China Ming Yang Wind Power Group]
[1. Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only). KAILAI Advisers Ltd. (formerly Clarity China GenPar Ltd.) 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (1) (a) 3. SEC Use Only. 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person with:]
[1. Name of Reporting Person. I.R.S. Identification Nos. of above persons (entities only). KAILAI Advisers Ltd. (formerly Clarity China GenPar Ltd.) 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (1) (a) 3. SEC Use Only. 4. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person with:]
[EXECUTION VERSION CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG CAPITAL FUND Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE IPROPOSAL; DEBT FINANCING; SURVIVING COMPANY OWNERSHIP SECTION 1.01. Participation in Transaction 2 SECTION 1.02. Transaction Process 2 SECTION 1.03. Debt] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD REGAL CONCORD LIMITED, REGAL ALLY LIMITED and CHINA MING YANG WIND POWER GROUP LIMITED Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01 The Merger 2 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04] [EXECUTION VERSION Chuanwei Zhang Ming Yang Industrial Park, 22 Torch Road Torch Development Zone, Zhongshan, Guangdong, P.R. China February 4, 2016 Regal Concord Limited Unit 201, 2/F, Malaysia Building 50 Gloucester Road Wanchai, Hong Kong Attention: Nana Wong Re: Equity Commitment Letter Ladies and Gentlemen: Founder Investor Parent Merger Agreement Company Holdco Merger Sub Merger Sponsor Investors Sponsor Equity Commitment] [EXECUTION VERSION Anhui Zhongan Xinzhao Private Equity Investment LLP February 4, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter Founder Investor Founder Equity Commitment Letter Other Equity Commitment] [EXECUTION VERSION Guangzhou HYAF Fund Management Ltd. Company Guangzhou Huifu Kaile Investment (L.P.) Guangzhou Huiyin Bosen Investment (L.P.) February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter] [EXECUTION VERSION Shanghai Dajun Guancheng Capital Fund Shanghai Dajun Asset Management Fund Zhejiang Dajun Asset Management Company Limited Dajun Shengshi Selection Investment Fund 1601 Taikang International Building, No. 2 Wudinghou Street, Xicheng District, Beijing February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor] [China Construction Bank Debt Commitment Letter (Commitment Letter) With Respect to China Ming Yang Wind Power Group Limiteds Going-Private Transaction Cheng Bian Hao (2016) No. ZS001 To: Zhongshan Ruisheng Antai Investment Co., Ltd. This commitment shall remain valid for a period of one year, starting from the date hereof, and may be extended only upon our consent. During the commitment] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Rollover Shareholder Company This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ( Shares Owned Shares Schedule A WHEREAS, as of the date hereof, the] [EXECUTION VERSION SUPPORT AGREEMENT by and among Regal Concord Limited and the Shareholders listed on Schedule A hereto Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2. Grant of Proxy 6 Section 2.3. Waiver of] [CUSIP No. 16951C108 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Chuanwei Zhang 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use Only 4. Source of funds (see instructions): BK, OO, PF 5.]
[EXECUTION VERSION CONSORTIUM AGREEMENT among CHUANWEI ZHANG LING WU FIRST WINDY INVESTMENT CORP. RICH WIND ENERGY THREE CORP. and GUANGZHOU HUIFU KAILE INVESTMENT (L.P.) SHANGHAI DAJUN GUANCHENG CAPITAL FUND Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE IPROPOSAL; DEBT FINANCING; SURVIVING COMPANY OWNERSHIP SECTION 1.01. Participation in Transaction 2 SECTION 1.02. Transaction Process 2 SECTION 1.03. Debt] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among ZHONGSHAN RUISHENG ANTAI INVESTMENT CO., LTD REGAL CONCORD LIMITED, REGAL ALLY LIMITED and CHINA MING YANG WIND POWER GROUP LIMITED Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I THE MERGER SECTION 1.01 The Merger 2 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04] [EXECUTION VERSION Chuanwei Zhang Ming Yang Industrial Park, 22 Torch Road Torch Development Zone, Zhongshan, Guangdong, P.R. China February 4, 2016 Regal Concord Limited Unit 201, 2/F, Malaysia Building 50 Gloucester Road Wanchai, Hong Kong Attention: Nana Wong Re: Equity Commitment Letter Ladies and Gentlemen: Founder Investor Parent Merger Agreement Company Holdco Merger Sub Merger Sponsor Investors Sponsor Equity Commitment] [EXECUTION VERSION Anhui Zhongan Xinzhao Private Equity Investment LLP February 4, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter Founder Investor Founder Equity Commitment Letter Other Equity Commitment] [EXECUTION VERSION Guangzhou HYAF Fund Management Ltd. Company Guangzhou Huifu Kaile Investment (L.P.) Guangzhou Huiyin Bosen Investment (L.P.) February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor Holdco Merger Agreement Company Parent Merger Sub Merger Other Sponsor Investor Other Sponsor Equity Commitment Letter] [EXECUTION VERSION Shanghai Dajun Guancheng Capital Fund Shanghai Dajun Asset Management Fund Zhejiang Dajun Asset Management Company Limited Dajun Shengshi Selection Investment Fund 1601 Taikang International Building, No. 2 Wudinghou Street, Xicheng District, Beijing February 2, 2016 Zhongshan Ruisheng Antai Investment Co., Ltd 25 West Jiangling Road, Torch Development Zone Zhongshan, China Re: Equity Commitment Letter Ladies and Gentlemen: Investor] [China Construction Bank Debt Commitment Letter (Commitment Letter) With Respect to China Ming Yang Wind Power Group Limiteds Going-Private Transaction Cheng Bian Hao (2016) No. ZS001 To: Zhongshan Ruisheng Antai Investment Co., Ltd. This commitment shall remain valid for a period of one year, starting from the date hereof, and may be extended only upon our consent. During the commitment] [EXECUTION VERSION ROLLOVER AGREEMENT Agreement Parent Rollover Shareholder Company This ROLLOVER AGREEMENT (this RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, Regal Ally Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ( Shares Owned Shares Schedule A WHEREAS, as of the date hereof, the] [EXECUTION VERSION SUPPORT AGREEMENT by and among Regal Concord Limited and the Shareholders listed on Schedule A hereto Dated as of February 2, 2016 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2. Grant of Proxy 6 Section 2.3. Waiver of] [CUSIP No. 16951C108 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Chuanwei Zhang 2. Check the appropriate box if a member of a group (see instructions) x ¨ (a) 3. SEC use Only 4. Source of funds (see instructions): BK, OO, PF 5.]
